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                             OHIO EDISON COMPANY


                                    with



                            THE BANK OF NEW YORK,
                                       As Trustee



                            -------------------------

                      Seventy-first Supplemental Indenture


                        Providing among other things for

                            First Mortgage Bonds

                         Pledge Series of 1999 due 2000


                                ------------


                       Dated as of September 29, 1999





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          SUPPLEMENTAL INDENTURE, dated as of September 29, 1999 between Ohio
Edison Company, a corporation organized and existing under the laws of the
State of Ohio (hereinafter called the "Company"), party of the first part,
and The Bank of New York, a banking corporation organized and existing under
the laws of the State of New York, as Trustee under the Indenture hereinafter
referred to, party of the second part.

          WHEREAS, the Company has heretofore executed and delivered to
Bankers Trust Company (hereinafter called the "Old Trustee"), as trustee, a
certain Indenture, dated as of August 1, 1930, to secure an issue of bonds of
the Company, issued and to be issued in series, from time to time, in the
manner and subject to the conditions set forth in the said Indenture; and the
said Indenture has been supplemented by seventy supplemental indentures,
which Indenture as so supplemented and to be hereby supplemented is
hereinafter referred to as the "Indenture"; and

          WHEREAS, The Bank of New York has succeeded the Old Trustee as
trustee under the Indenture (hereinafter called the "Trustee") pursuant to
Article XVI thereof; and

          WHEREAS, the Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of bonds and of the
coupons to be attached to the coupon bonds, if any, to be substantially in
the forms set forth therein with such insertions, omissions and variations as
the Board of Directors of the Company may determine; and

          WHEREAS, the Company, by appropriate corporate action in conformity
with the terms of the Indenture, has duly determined to create a new series
of bonds under the Indenture, consisting of $90,000,000 in principal amount
to be designated as "First Mortgage Bonds Pledge Series of 1999 due 2000"
(hereinafter sometimes referred to as the "bonds of Third Pledge Series"),
the bonds of which series are to bear interest from the Initial Interest
Accrual Date (as defined in the form of bond hereinbelow set forth) at the
rate of 12% per annum, are to mature March 1, 2000, and are to be
substantially in the following form:

                    [Form of Bond of Third Pledge Series]

          This Bond is not transferable except to a successor trustee under
the General Mortgage Indenture and Deed of Trust, dated as of January 1,
1998, between the Company and The Bank of New York, as Trustee, or in
connection with the exercise of the rights and remedies of the holder hereof
consequent upon a "default" as defined in the Mortgage referred to herein.

                         OHIO EDISON COMPANY

        First Mortgage Bond Pledge Series of 1999 due 2000

                          Due March 1, 2000

$                                                                       No.

          Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby promises to pay
to                                     , or registered assigns,
                   dollars at an office or agency of the Company in the
Borough of Manhattan, The City of New York, N.Y. or in the City of Akron,
Ohio, on March 1, 2000 in any coin or currency of the United States of
America which at the time of payment is legal tender for public and private
debts, and to pay at said offices or agencies to the registered owner hereof,
in like coin or currency, interest thereon from the Initial Interest Accrual
Date (hereinbelow defined) at the rate of twelve per centum per annum on
March 1, 2000.  Payments of principal of and interest on this bond shall be
made at an office or agency of the Company in the Borough of Manhattan, The
City of New York, N.Y. or in the City of Akron, Ohio.

           Payment of principal of, or interest on, the Company's Mortgage
Bonds 12% Series of 1999 due 2000 (the "General Mortgage Bonds") issued under
the Company's General Mortgage Indenture and Deed of Trust to The Bank of New
York, as Trustee, dated as of January 1, 1998, shall, to the extent thereof,
be deemed to satisfy and discharge the obligation of the Company, if any, to
make a payment of principal or interest, as the case may be, in respect of
this bond which is then due.

          The provisions of this bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

          This bond shall not become obligatory until The Bank of New York,
the Trustee under the Mortgage referred to on the reverse hereof, or its
successor thereunder, shall have authenticated the form of certificate
endorsed hereon.

          In witness whereof, Ohio Edison Company has caused this bond to be
signed in its name by its President or a Vice President, by his signature or
a facsimile thereof, and its corporate seal to be printed hereon, attested by
its Secretary or an Assistant Secretary, by his signature or a facsimile
thereof.

          Dated:

                              Ohio Edison Company,



                              By:
                                  ---------------------
                                  Title:

Attest:



----------------------------
Title:

            [Form of Trustee's Authentication Certificate]

                 Trustee's Authentication Certificate

          This bond is one of the bonds of the series designated therein,
described in the within-mentioned Mortgage.

                                 The Bank of New York,
                                     as Trustee,


                                 By:
                                    ------------------------
                                    Authorized Officer

                   [Form of Bond of Third Pledge Series]

                                 [Reverse]

                            OHIO EDISON COMPANY


           First Mortgage Bond Pledge Series of 1999 due 2000

          This bond is one of an issue of bonds of the Company, issuable in
series, and is one of a series known as its First Mortgage Bonds of the
series designated in its title, all issued and to be issued under and equally
secured (except as to any sinking fund established in accordance with the
provisions of the Mortgage hereinafter mentioned for the bonds of any
particular series) by an Indenture, dated as of August 1, 1930, executed by
the Company to The Bank of New York, as Trustee, as amended and supplemented
by indentures supplemental thereto, to which Indenture as so amended and
supplemented (herein referred to as the "Mortgage") reference is made for a
description of the property mortgaged and pledged, the nature and extent of
the security, the rights of the holders of the bonds in respect thereof and
the terms and conditions upon which the bonds are secured.

          Bonds of this series are not redeemable at the option of the
Company prior to their maturity.

          The Initial Interest Accrual Date for the bonds of this series
shall be the date that interest begins to accrue on the General Mortgage
Bonds.

          As more fully described in the supplemental indenture establishing
the terms and provisions of the bonds of this series, the Company reserves
the right, without any consent or other action by holders of the bonds of
this series, to amend the Mortgage to provide (a) that the Mortgage, the
rights and obligations of the Company and the rights of the bondholders may
be modified with the consent of the holders of not less than 60% in principal
amount of the bonds adversely affected; provided, however, that no
modification shall (1) extend the time, or reduce the amount, of any payment
on any bond, without the consent of the holder of each bond so affected,
(2) permit the creation of any lien, not otherwise permitted, prior to or on
a parity with the lien of the Mortgage, without the consent of the holders of
all bonds then outstanding, or (3) reduce the above percentage of the
principal amount of bonds the holders of which are required to approve any
such modification without the consent of the holders of all bonds then
outstanding and (b) that (i) additional bonds may be issued against 70% of
the value of the property which forms the basis for such issuance and
(ii) the charge against property subject to a prior lien which is used to
effectuate the release of property under the Mortgage be similarly based.

          The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.

          No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the
Company or of any predecessor or successor corporation, either directly or
through the Company or a predecessor or successor corporation, under any rule
of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors being released by the registered owner hereof by the
acceptance of this bond and being likewise waived and released by the terms
of the Mortgage.

          The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and any multiple thereof.  The
Company and the Trustee may deem and treat the person in whose name this bond
is registered as the absolute owner for the purpose of receiving payment of
or on account of the principal and interest due hereon and for all other
purposes.  Registered bonds of this series shall be exchangeable at said
offices or agencies of the Company for registered bonds of other authorized
denominations having the same aggregate principal amount, in the manner and
upon the conditions prescribed in the Mortgage.  Notwithstanding any
provision of the Mortgage, (a) neither the Company nor the Trustee shall be
required to make transfers or exchanges of bonds of this series during the
period between any interest payment date for such series and the record date
next preceding such interest payment date, and (b) no charge shall be made
upon any transfer or exchange of bonds of this series other than for any tax
or taxes or other governmental charge required to be paid by the Company.


               [end of form of bond of third pledge series]

and

          Whereas, Section 115 of the Indenture provides that the Company and
the Trustee may, from time to time and at any time, enter into such
indentures supplemental thereto as shall be deemed necessary or desirable for
one or more purposes, including, among others, to describe and set forth the
particular terms and the form of additional series of bonds to be issued
under the Indenture, to add other limitations on the issue of bonds,
withdrawal of cash or release of property, to add to the covenants and
agreements of the Company for the protection of the holders of the bonds and
of the mortgaged and pledged property, to supplement defective or
inconsistent provisions contained in the Indenture, and for any other purpose
not inconsistent with the terms of the Indenture; and

          Whereas, all things necessary to make the bonds of Third Pledge
Series when authenticated by the Trustee and issued as in the Indenture
provided, the valid, binding and legal obligations of the Company, entitled
in all respects to the security of the Indenture, have been done and
performed, and the creation, execution and delivery of this Supplemental
Indenture have in all respects been duly authorized; and

          Whereas, the Company and Trustee deem it advisable to enter into
this Supplemental Indenture for the purposes of describing the bonds of Third
Pledge Series and of establishing the terms and provisions thereof,
confirming the mortgaging under the Indenture of additional property for the
equal and proportionate benefit and security of the holders of all bonds at
any time issued thereunder, amplifying the description of the property
mortgaged, adding other limitations to the Indenture on the issue of bonds,
withdrawal of cash or release of property, and adding to the covenants and
agreements of the Company for the protection of the holders of bonds and of
mortgaged and pledged property;

          Now, therefore, this supplemental indenture witnessth:  That Ohio
Edison Company, in consideration of the premises and of one dollar to it duly
paid by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and of the purchase and
acceptance of the bonds issued or to be issued hereunder by the holders
thereof, and in order to secure the payment both of the principal and
interest of all bonds at any time issued and outstanding under the Indenture,
according to their tenor and effect, and the performance of all the
provisions of the Indenture and of said bonds, hath granted, bargained, sold,
released, conveyed, assigned, transferred, pledged, set over and confirmed
and by these presents doth grant, bargain, sell, release, convey, assign,
transfer, pledge, set over and confirm unto The Bank of New York, as Trustee,
and to its successor or successors in said trust, and to its and their
assigns forever, all the properties of the Company, wherever located,
described in the Indenture and not therein expressly excepted.

          Together with all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Article XI of the Indenture) the
tolls, rents, revenues, issues, earnings, income, product and profits
thereof, and all the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property and franchises and every part and
parcel thereof.

          The Company does hereby agree and does hereby confirm and reaffirm
the agreement made by it in the Indenture, dated as of August 1, 1930, that
all property, rights and franchises acquired by the Company after the date of
the Indenture, dated as of August 1, 1930 (except any hereinafter expressly
excepted), shall be as fully embraced within the lien of the Indenture as if
such property had been owned by the Company on the date of the Indenture,
dated as of August 1, 1930 and was specifically described therein and
conveyed thereby and does hereby confirm that the Company will not cause or
consent to a partition, whether voluntary or through legal proceedings, of
property, whether herein described or heretofore or hereafter acquired, in
which its ownership shall be as a tenant in common except as permitted by and
in conformity with the provisions of the Indenture and particularly of
Article XI thereof.

          Provided that the following are not and are not intended to be now
or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are
hereby expressly excepted from the lien and operation of the Indenture, viz.:
cash, shares of stock and obligations (including bonds, notes and other
securities) not heretofore or hereafter specifically pledged, paid or
deposited or delivered under the Indenture or covenanted so to be.

          To have and to hold all such properties, real, personal and mixed,
mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever.

          In trust, nevertheless, upon the terms and trusts of the Indenture
for those who shall hold the bonds and coupons issued and to be issued
thereunder, or any of them, without preference, priority or distinction as to
lien of any of said bonds and coupons over any others thereof by reason of
priority in the time of the issue or negotiations thereof, or otherwise
howsoever, subject, however, to the provisions in reference to extended,
transferred or pledged coupons and claims for interest set forth in the
Indenture (and subject to any sinking funds that may be hereafter created for
the benefit of any particular series).

          Provided, however, and these presents are upon the condition that
if the Company, its successors or assigns, shall pay or caused to be paid,
the principal of and interest on said bonds, at the times and in the manner
stipulated therein and herein, and shall keep, perform and observe all and
singular the covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part of the
Company, then this Supplemental Indenture and the estate and rights hereby
granted shall cease, determine and be void, otherwise to be and remain in
full force and effect.

          It is hereby covenanted, declared and agreed, by the Company, that
all such bonds and coupons are to be issued, authenticated and delivered, and
that all property subject or to become subject hereto is to be held, subject
to the further covenants, conditions, uses and trusts in the Indenture set
forth, and the parties hereto mutually agree as follows:

          SECTION 1. Bonds of Third Pledge Series shall mature on March 1,
2000, and shall be designated as the Company's "First Mortgage Bonds Pledge
Series of 1999 due 2000."  The bonds of Third Pledge Series shall bear
interest from the Initial Interest Accrual Date (as defined in the form of
the bond hereinabove set forth) at the rate of twelve per centum per annum.
Principal and interest on the bonds of Third Pledge Series shall be payable
in any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts, at an office or agency
of the Company in the Borough of Manhattan, The City of New York, N.Y. or in
the City of Akron, Ohio.

          Definitive bonds of Third Pledge Series may be issued, originally
or otherwise, only as registered bonds, substantially in the form of bond
hereinbefore recited, and in the denominations of $1,000 and any multiple
thereof.  Delivery of a bond of Third Pledge Series to the Trustee for
authentication shall be conclusive evidence that its serial number has been
duly approved by the Company.

          The bonds of Third Pledge Series shall not be redeemable at the
option of the Company prior to their maturity.

          SECTION 2. Bonds of Third Pledge Series shall be deemed to be paid
and no longer outstanding under the Indenture to the extent that General
Mortgage Bonds (as defined in the form of bonds hereinabove set forth) to
which they relate are paid or deemed to be paid and are no longer outstanding
and the Trustee has been notified to such effect by the Company.

          SECTION 3. Bonds of Third Pledge Series may be transferred by the
registered owners thereof, in person or by attorney duly authorized, at an
office or agency of the Company in the Borough of Manhattan, The City of New
York, N.Y. or in the City of Akron, Ohio but only in the manner and upon the
conditions prescribed in the Indenture and in the form of bond hereinbefore
recited.  Bonds of Third Pledge Series shall be exchangeable for other
registered bonds of the same series, in the manner and upon the conditions
prescribed in the Indenture, and in the form of bond hereinbefore recited,
upon the surrender of such bonds at said offices or agencies of the Company.
However, notwithstanding the provisions of Section 14 or 15 of the Indenture,
no charge shall be made upon any transfer or exchange of bonds of said series
other than for any tax or taxes or other governmental charge required to be
paid by the Company.

          SECTION 4. The Company reserves the right, without any consent or
other action by holders of the bonds of Second Pledge Series, or any
subsequent series of bonds, to amend the Indenture by inserting the following
language as Section 115A immediately following current Section 115 of the
Indenture.

               With the consent of the holders of not less than
          sixty per centum (60%) in principal amount of the bonds
          at the time outstanding or their attorneys-in-fact duly
          authorized, or, if the rights of the holders of one or
          more, but not all, series then outstanding are affected,
          the consent of the holders of not less than sixty per
          centum (60%) in aggregate principal amount of the bonds
          at the time outstanding of all affected series, taken
          together, and not any other series, the Company, when
          authorized by a resolution, and the Trustee may from time
          to time and at any time enter into an indenture or indentures
          supplemental hereto for the purpose of adding any provisions
          to or changing in any manner or eliminating any of the
          provisions of this Indenture or of any supplemental indenture
          or modifying the rights and obligations of the Company and
          the rights of the holders of any of the bonds and coupons;
          provided, however, that no such supplemental indenture shall
          (1) extend the maturity of any of the bonds or reduce the
          rate or extend the time of payment of interest thereon, or
          reduce the amount of the principal thereof, or reduce any
          premium, payable on the redemption thereof or change the
          coin or currency in which any bond or interest thereon is
          payable, without the consent of the holder of each bond so
          affected, or (2) permit the creation of any lien, not
          otherwise permitted, prior to or on a parity with the lien
          of this Indenture, without the consent of the holders of all
          of the bonds then outstanding, or (3) reduce the aforesaid
          percentage of the principal amount of bonds the holders of
          which are required to approve any such supplemental indenture,
          without the consent of the holders of all the bonds then
          outstanding.  For the purposes of this Section, bonds shall
          be deemed to be affected by a supplemental indenture if such
          supplemental indenture adversely affects or diminishes the
          right of holders thereof against the Company or against its
          property.

               Upon the written request of the Company, accompanied
          by a resolution authorizing the execution of any such
          supplemental indenture, and upon the filling with the
          Trustee of evidence of the consent of bondholders as
          aforesaid (the instrument or instruments evidencing such
          consent to be dated within one year of such request), the
          Trustee shall join with the Company in the execution of such
          supplemental indenture unless such supplemental indenture
          affects the Trustee's owns rights, duties or immunities
          under this Indenture or otherwise, in which case the Trustee
          may in its discretion but shall not be obligated to enter
          into such supplemental indenture. The Trustee shall be
          entitled to receive and, subject to Section 102 of the
          Indenture and Article Five of the Seventh Supplemental
          Indenture, may rely upon an opinion of counsel as conclusive
          evidence that any such supplemental indenture is authorized
          or permitted by the provisions of this Section.

               It shall not be necessary for the consent of the
          bondholders under this Section to approve the particular
          form of any proposed supplemental indenture, but it shall
          be sufficient if such consent shall approve the substance
          thereof.

               The Company and the Trustee, if they so elect, and
          either before or after such 60% or greater consent has
          been obtained, may require the holder of any bond consenting
          to the execution of any such supplemental indenture to submit
          his bond to the Trustee or to such bank, banker or trust
          company as may be designated by the Trustee for the purpose,
          for the notation thereon of the fact that the holder of such
          bond has consented to the execution of such supplemental
          indenture, and in such case such notation, in form
          satisfactory to the Trustee, shall be made upon all bonds
          so submitted, and such bonds bearing such notation shall
          forthwith be returned to the persons entitled thereto. All
          subsequent holders of bonds bearing such notation shall be
          deemed to have consented to the execution of such supplemental
          indenture, and consent, once given or deemed to be given, may
          not be withdrawn.

               Prior to the execution by the Company and the Trustee
          of any supplemental indenture pursuant to the provisions of
          this Section, the Company shall publish a notice, setting
          forth in general terms the substance of such supplemental
          indenture, at least once in one daily newspaper of general
          circulation in each city in which the principal of any of
          the bonds shall be payable, or, if all bonds outstanding
          shall be registered bonds without coupons or coupon bonds
          registered as to principal, such notice shall be sufficiently
          given if mailed, first class, postage prepaid, and registered
          if the Company so elects, to each registered holder of bonds
          at the last address of such holder appearing on the registry
          books, such publication or mailing, as the case may be, to be
          made not less than thirty days prior to such execution. Any
          failure of the Company to give such notice, or any defect
          therein, shall not, however, in any way impair or affect the
          validity of any such supplemental indenture.

          SECTION 5. The Company reserves the right, without any consent or
other action by the holders of the bonds of Third Pledge Series, or any
subsequent series of bonds, to amend the Indenture by deleting the phrase
"sixty per centum (60%)" in Section 28 of the Indenture and substituting
therefor the phrase "seventy per centum (70%)" and by deleting the phrase
"One hundred sixty-six and two-thirds per cent.  (166 2/3%)" in Sections 65
and 67 of the Indenture and substituting therefor the phrase "One hundred and
forty-two and eighty-six hundredths per cent.  (142.86%)".

          SECTION 6. Except as herein otherwise expressly provided, no
duties, responsibilities or liabilities are assumed, or shall be construed to
be assumed, by the Trustee by reason of this Supplemental Indenture; the
Trustee shall not be responsible for the recitals herein or in the bonds
(except the Trustee's authentication certificate), all of which are made by
the Company solely; and this Supplemental Indenture is executed and accepted
by the Trustee, subject to all the terms and conditions set forth in the
Indenture, as fully to all intents and purposes as if the terms and
conditions of the Indenture were herein set forth at length.

          SECTION 7. As supplemented by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed, and the Indenture as
herein defined, and this Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.

          SECTION 8. Nothing in this Supplemental Indenture contained shall
or shall be construed to confer upon any person other than a holder of bonds
issued under the Indenture, the Company and the Trustee any right or interest
to avail himself of any benefit under any provision of the Indenture or of
this Supplemental Indenture.

          SECTION 9. This Supplemental Indenture may be simultaneously
executed in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.

          In Witness Whereof, Ohio Edison Company and The Bank of New York
have caused these presents to be executed in their respective names by their
respective Presidents or one of their Vice Presidents or Assistant Vice
Presidents and their respective seals to be hereunto affixed and attested by
their respective Secretaries or one of their Assistant Secretaries or
Assistant Treasurers, all as of the day and year first above written.

                                 Ohio Edison Company



                                  By:
                                     --------------------------------
                                     Richard H. Marsh, Vice President
[Seal]

Attest:
       ------------------------------------
       Nancy C. Ashcom, Corporate Secretary


Signed, Sealed and Acknowledged on behalf of
Ohio Edison Company in the presence of:

--------------------------------
Richard L. Anthony

--------------------------------
Nancy L. Chancey


                                    The Bank of New York



                                    By:
                                       ----------------------------
                                       Mary Lewicki, Vice President


[Seal]

Attest:
       ----------------------------------
       Michele Russo, Assistant Treasurer


Signed, Sealed and Acknowledged on behalf of
The Bank of New York in the presence of:

---------------------------------------


---------------------------------------

STATE OF OHIO     )
        :            ss.:
COUNTY OF SUMMIT  )


          On the 29th day of September, 1999, personally appeared before me,
a Notary Public in and for the said County and State aforesaid, Richard H.
Marsh and Nancy C. Ashcom, to me known and known to me to be a Vice President
and Corporate Secretary, respectively, of OHIO EDISON COMPANY, the
corporation which executed the foregoing instrument, and who severally
acknowledged that they did sign and seal such instrument as such Vice
President and Corporate Secretary, respectively, of OHIO EDISON COMPANY, the
same is their free act and deed and the free and corporate act and deed of
said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal the 29th
day of September, 1999.


                         ------------------------------------
                           Susie M. Hoisten, Notary Public
                              Residence - Summit County
                            State Wide Jurisdiction, Ohio
                          My Commission Expires Nov. 19, 2001

[SEAL]


STATE OF OHIO     )
                   :ss.:
COUNTY OF SUMMIT  )


          On the 29th day of September, 1999, before me personally came
Richard H. Marsh, to me known, who, being by me duly sworn, did dispose and
say that he resides at 1126 Woodhaven Boulevard, Fairlawn, Ohio 44333; that
he is a Vice President of OHIO EDISON COMPANY, one of the corporations
described in and which executed the above instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation, and that he signed his name thereto by like order.


                         ------------------------------------
                           Susie M. Hoisten, Notary Public
                              Residence - Summit County
                            State Wide Jurisdiction, Ohio
                          My Commission Expires Nov. 19, 2001

 [SEAL]

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On the 29th day of September, 1999, personally appeared before me,
a Notary Public in and for the said County and State aforesaid, Mary Lewicki
and Michele Russo, to me known and known to me to be a Vice President and
Assistant Treasurer, respectively, of The Bank of New York, the corporation
which executed the foregoing instrument, and who severally acknowledged that
they did sign and seal such instrument as such Vice President and Assistant
Treasurer for and on behalf of said corporation and that the same is their
free act and deed and the free and corporation act and deed of said
corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal the 29th
day of September, 1999.

                          --------------------------------
                                 William J. Cassels
                          Notary Public, State of New York
                                No.:  0ICA5027729
                             Qualified in Bronx County
                        Certificate Filed in New York County
                           Commission Expires May 16, 2000

[SEAL]

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On the 29th day of September, 1999, before me personally came Mary
Lewicki, to me known, who, being by me duly sworn, did dispose and say that
she resides at                 [address]                             ; that
she is a Vice President of THE BANK OF NEW YORK, one of the parties described
in and which executed the above instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.

                         --------------------------------
                                 William J. Cassels
                          Notary Public, State of New York
                                No.:  0ICA5027729
                             Qualified in Bronx County
                        Certificate Filed in New York County
                           Commission Expires May 16, 2000

[SEAL]

          The Bank of New York hereby certifies that its precise name and
address as Trustee hereunder are:

          The Bank of New York
          101 Barclay Street
          City, County and State of New York
          Postal Zip Code:  10286



                          The Bank of New York



                          By:
                             ----------------------------------
                             Michele Russo, Assistant Treasurer